-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DKlDT59QArdwMRoCC+07GvLIHMWmuMau78v5T1MdBV6WBTcng4lSCh7EQlLUHtHO AECwMd2j7v+ZOtsZro0uNA== 0000950109-97-000535.txt : 19970129 0000950109-97-000535.hdr.sgml : 19970129 ACCESSION NUMBER: 0000950109-97-000535 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970128 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCOR INDUSTRIES INC CENTRAL INDEX KEY: 0000064472 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 590933147 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11703 FILM NUMBER: 97512561 BUSINESS ADDRESS: STREET 1: 5201 N ORANGE BLOSSOM TRAIL CITY: ORLANDO STATE: FL ZIP: 32810 BUSINESS PHONE: 4072906000 MAIL ADDRESS: STREET 1: 5201 N ORANGE BLOSSOM STREET 2: 5201 N ORANGE BLOSSOM CITY: ORANLANDO STATE: FL ZIP: 32810 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON INTERNATIONAL CORP DATE OF NAME CHANGE: 19880128 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON GENCO CORP DATE OF NAME CHANGE: 19720411 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON CORP DATE OF NAME CHANGE: 19690909 10-K/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 1996 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-3821 GENCOR INDUSTRIES, INC. Incorporated in the State I.R.S. Employer Identification of Delaware No. 59-0933147 5201 North Orange Blossom Trail Orlando, Florida 32810 Registrant's Telephone Number, Including Area Coe: (407) 290-6000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock ($.10 Par Value) ----------------------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. [X] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting stock, $.10 per share value Common Stock, held by nonaffiliates of the Registrant as of January 1, 1997: $36,374,880 Indicate the number of shares of outstanding of each of the Registrant's classes of Common Stock, as of the latest practicable date: 1,622,291 shares of Common Stock ($.10 par value) and 441,532 shares of Class B Stock ($.10 par value) as of January 1, 1997. List hereunder the following documents if incorporated by reference and the part of the Form 10-K into which the document is incorporated. None -1- Part III. - --------- ITEM 10. Directors and Executive Officers of the Company - -------- The following table lists each Director and Executive Officer of the Company during fiscal 1996. The table also includes the age, principal occupation and business experience for the past five years, positions and offices held with the Company, and period of service as a Director or Executive Officer.
Principal Occupation Executive Director Name, Age and Positions and Business Experience Officer of of Company Held with the Company During Past Five Years Company Since Since E.J. Elliott, 67 Chairman of the Board 1968 1968 Chairman of the Board and and President of the President; Company Director(1)(4) Constantine L. Corpas, 66 Attorney, Corpas & Pahys -- 1968 Director(1)(2)(3) John E. Elliott, 36 Executive Vice 1985 1985 Executive Vice President, President of the Director(2)(4) 1985 Company since 1989; Peter Kourmolis, 80 Investor -- 1968 Director(3) David A. Air, 63 Business Consultant, -- 1993 Director(2)(3) Managing Director, General Combustion, Ltd., 1984-1992 Executive Officers Other Than Directors(5): Alan Dawes, 53 Managing Director, 1985 -- General Combustion, Ltd. Since 1992; Technical Director of General Combustion, Ltd. 1985 - 1992 David F. Brashears, 50 Senior Vice President, 1978 -- Technology, since 1993; Vice President of Engineering, 1978 - 1993 D. William Garrett, 47 Vice President, Sales 1991 -- since 1991. Between 1985 and 1991, he served in several sales and marketing positions with Company and its subsidiaries Marc G. Elliott, 31(4) Vice President, 1993 -- Marketing since 1993. He previously served in various marketing positions since he joined the Company in 1988. Russell R. Lee, III, 48 Treasurer of the 1995 -- Company since 1995. Corporate Controller, 1990 - 1995
(1) Member of the Executive Committee. (2) Member of the Audit Committee. -2- (3) Member of the Compensation Committee. (4) E.J. Elliott is the father of John E. Elliott and Marc G. Elliott. (5) Each executive officer holds office until his successor has been elected and qualified, or until his earlier resignation or removal. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Exchange Act requires the Company's directors, officers and certain stockholders to file with the Commission an initial statement of beneficial ownership and certain statements of changes in beneficial ownership of equity securities of the Company. Based solely on its review of such forms received by it, the Company is unaware of any instances of noncompliance, or late compliance, with such filings during the fiscal year ended September 30, 1996, by its officers, directors or stockholders. ITEM 11. Executive Compensation -------- The following table presents certain summary information concerning compensation paid or accrued by the Company for services rendered in all capacities during the fiscal years ended September 30, 1994, 1995 and 1996 for (i) the President of the Company and (ii) each of the other most highly compensated executive officers of the Company (determined as of the end of the last fiscal year) whose total annual salary and bonus exceeded $100,000 (collectively, the "Named Executive Officers "). SUMMARY COMPENSATION TABLE --------------------------
Long-Term Annual Compensation Compensation: Awards: Underlying All other Name and Principal Position Year Salary(1) Bonus Options Compensation(2) - --------------------------- ---- --------- ----- ------- --------------- E.J. Elliott 1996 $300,000 -- 100,000 shares/(3)/ $3,029 President and Chairman of the Board 1995 300,000 -- 95,000 shares 2,596 1994 232,521 -- -- 2,192 John E. Elliott 1996 $125,000 -- 54,500 shares/(4)/ $ 0 Executive Vice President and Secretary 1995 120,000 -- 50,000 shares 0 1994 60,000 -- -- 0 D. William Garrett 1996 $110,000 $7,087 10,000 shares /(5)/ $1,851 Vice President, Sales 1995 110,000 -- -- $1,586 1994 110,000 -- -- 2,010
(1) Does not include an amount for incidental personal use of business automobiles furnished by the Company to certain of its Named Executive Officers. The Company has determined that the aggregate incremental cost of such benefits to the Named Executive Officers does not exceed, as to any named individual, the lesser of $50,000 or 10% of the cash compensation reported for such person. (2) The Compensation reported under All Other Compensation represents contributions to the Company's 401(K) Plan on behalf of the Named Executive Officers to match 1994-1996 pretax executive contributions (included under salary) made by each executive officer to such plan. (3) Includes 50,000 options granted pursuant to the Company's 1997 Stock Option Plan (the "1997 Plan") subject to shareholder approval at the Company's 1997 Annual Meeting. (4) Includes 35,000 options granted pursuant to the Company's 1997 Plan subject to shareholder approval at the Company's 1997 Annual Meeting. (5) Include 10,000 options granted pursuant to the Company's 1997 Plan subject to shareholder approval at the Company's 1997 Annual Meeting. -3- Option Grants in last Fiscal Year The following table shows all grants of options to the Named Executive Officers of the Company in 1996. The options were granted as individual grants and/or under a stock option plan. Pursuant to Securities and Exchange Commission (the "SEC ") rules, the table also shows the value of the options granted at the end of the option terms (ten years) if the stock price were to appreciate annually by 5% and 10%, respectively. There is no assurance that the stock price will appreciate at the rates shown in the table. The table also indicates that if the stock price does not appreciate, there will be no increase in the potential realizable value of the options granted.
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Individual Grants Option Term Number of Percent Securities of Total Options Underlying Granted to Exercise or Options Employees in Base Price Expiration Name Granted Fiscal Year ($/SH) Date 0% 5% 10% - ---- ------- ----------- ------ ---- -- -- --- E.J. Elliott 50,000 41.7% $7.75 07/24/01 0 107,000 236,500 50,000/(1)/ 33.9%/(1)/ $7.75/(1)/ 07/24/01 107,000 236,500 John Elliott 19,500 16.3% $7.75 07/24/01 0 41,730 42,235 35,000/(1)/ 18.5%/(1)/ $7.75/(1)/ 07/24/01 0 74,900 165,550 D. William Garrett 0 0 ----- 07/24/01 0 0 0 10,000/(1)/ 3.3%/(1)/ $7.75/(1)/ 07/24/01 0 21,400 47,300
(1) Represents options granted pursuant to the 1997 Plan, subject to shareholder approval at the Company's Annual Meeting. -4- Aggregated Option Exercises in last Fiscal Year and FY-End Option Values The following table provides information as to options exercised by each of the Named Executive Officers of Gencor during 1996 and the value of options held by such officers at year end measured in terms of the closing price of Gencor Common Stock on September 30, 1996.
Number of Securities Value of Unexercised Shares Underlying Unexercised In-The-Money Options Acquired on Value Options at FY-End At FY-End ($) Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable - ----------------- ------------ ------------- ------------ ------------- ------------- ------------- E.J. Elliott 0 0 145,000 0 812,500 0 195,000/(1)/ 0/(1)/ 1,150,000/(1)/ 0/(1)/ John Elliott 7,500 0/(2)/ 69,500 0 381,625 0 104,500/(1)/ 0/(1)/ 617,875/(1)/ 0/(1)/ William Garrett 15,000 196,875/(3)/ 0 0 0 0 10,000/(1)/ 0/(1)/ 67,500/(1)/ 0/(1)/
(1) Includes options granted under the Company's 1997 Plan, subject to shareholder approval. (2) Value realized upon exercise is based upon the difference between the last sales price of the Common Stock on November 15, 1995 the date on which the options were exercised ($7.50) and the option exercise price ($7.50) times the number of options exercised (7,500). (3) Value realized upon exercise is based upon the difference between the last sales price of the Common Stock on September 12, 1996, the date on which the options were exercised ($15.875) and the option exercise price ($2.75) times the number of options exercised (15,000). Stock Option Plans 1992 Stock Option Plan In May of 1992, the Company's Board of Directors adopted the Gencor Industries, Inc. 1992 Stock Option Plan (the "1992 Plan") which authorizes the granting of options to Directors, officers and key employees of the Company or any of its present or future subsidiaries. Up to 100,000 shares of the Company's Common Stock, 100,000 shares of the Company's Class B Stock and fifteen percent (15%) of the authorized Common Stock of any Company subsidiary are subject to the 1992 Plan. Shares are no longer available for grant under the 1992 Plan since all options authorized under the Plan have been granted. 1997 Stock Option Plan In July 1996, to Company's Board of Directors, subject to the approval of its shareholders at its 1997 Annual Meeting, adopted the Gencor Industries, Inc. 1997 Stock Option Plan (the "1997 Plan") which provides for the issuance of incentive stock options with the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and non-qualified stock options, to purchase an aggregate of up to 300,000 shares of the Company's Common Stock, 300,000 shares of the Company's Class B Stock and up to fifteen percent (15%) of the authorized Common Stock of any subsidiary. The 1997 Plan permits the grant of option to officers, directors and key employees of the Company. -5- Stock Option Awards Contemporaneously with the adoption of the 1992 Plan, the Board of Directors authorized a stock option bonus for E.J. Elliott which would grant Mr. Elliott fifteen percent (15%) of the outstanding shares of stock of Thermotech Systems Corporation, a subsidiary of the Company. The terms and conditions for the issuance of such shares have not been finalized, and no shares or options with regard to Thermotech Systems Corporation have been issued to Mr. Elliott. In July 1996, the Company awarded a total of 89,000 options to management, at an exercise price of $7.75 per share and an expiration date of July 24, 2001. Of the options granted, 50,000, 19,500 and 19,500 were granted to E.J. Elliott, John Elliott and Marc Elliott respectively. ITEM 12. Security Ownership of Certain Beneficial Owners and Management - -------- The following table sets forth certain information as of January 1, 1997, with respect to (i) each person known to management to be the beneficial owner of more than 5% of the Company's Common Stock or Class B Stock, (ii) each Director of the Company, and (iii) the current Directors and Executive Officers of the Company as a group. Except as otherwise noted, each named beneficial owner has sole voting and investment power over the shares shown.
Amount and Nature of Beneficial Ownership[1] Percent of Class[1] ------------------------------ ----------------------------- Name and Address of Common Class B Common Class B Beneficial Owner Stock Stock Stock Stock E.J. ELLIOTT 254,000 [2] 544,324 [3] 15.6% 85.5% 5201 N. Orange Blossom Trail Orlando, Florida 32810
-6- CONSTANTINE L. CORPAS 32,500 [4] 27,500 2.0% 6.2% 5201 N. Orange Blossom Trail Orlando, Florida 32810 JOHN E. ELLIOTT 117,024 [5] 123,880 [6] 7.2% 22.7% 5201 N. Orange Blossom Trail Orlando, Florida 32810 PETER KOURMOLIS 26,703 [7] -- 1.6% -- 5201 N. Orange Blossom Trail Orlando, Florida 32810 DAVID A. AIR 2,600 [8] -- * -- 5201 N. Orange Blossom Trail Orlando, Florida 32810 HARVEY HOUTKIN 306,893 [9] -- 18.9% -- 78 Lafayette Avenue, Suite 207 Suffern, NY 10901 KENNEDY CAPITAL 128,918 [10] -- 7.9% -- MANAGEMENT, INC. 425 New Ballas Road, Suite 181 St. Louis, MO 63141 All Directors & Executive 473,452 [11] 812,084 [12] 28.6% 96.0% Officers as a Group [10 Persons]
* Percentage ownership is less than 1% [1] In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, shares that are not outstanding, but that are subject to option 3, warrants, rights or conversion privileges exercisable within 60 days have been deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the individual having such right but have not been deemed outstanding for the purpose of computing the percentage for any other person. [2] Includes options to purchase 95,000 shares of Common Stock. Also, includes 30,000 shares owned jointly with John Elliott and 30,000 shares owned jointly with Marc Elliott. [3] Incldes options to purchase 193,000 shares of Class B Stock (50,000 options were granted under the 1997 Plan and are subject to shareholder approval) [4] Includes options to purchase 15,000 shares of Common Stock. [5] Includes 30,000 shares owned jointly with E. J. Elliott. [6] Includes options to purchase 104,500 shares of Class B Stock. (35,000 options were granted under the 1997 Plan and subject to shareholder approval) [7] Includes options to purchase 14,500 shares of Common Stock. [8] Includes options to purchase 1,500 shares of Common Stock. [9] Based on a Schedule 13D dated August 14, 1996 filed by Harvey Houtkin with the Securities and Exchange Commission. Includes 126,098 shares individually owned by Mr. Houtkin and subject to sole voting and dispositive power. Also includes the following shares with Mr. Houtkin as control person subject to shared voting and dispositive power: 27,833 shares owned by All-Tech Investment Group Inc., a 100% owned subsidiary of Rushmore Financial Services ("Rushmore") and 34,617 shares of Rushmore. Rushmore is owned 50% by Mr. Houtkin and Mark Shefts, who is Mr. Houtkin's brother-in-law. [10] Based on a letter dated December 27, 1995, for Kennedy Capital Management. [11] Includes options to purchase 61,000 shares of Common Stock. (30,000 options subject to shareholder approval) [12] Includes options to purchase 404,000 shares of Class B Common Stock. (120,000 options subject to shareholder approval) ITEM 13. CERTAIN TRANSACTIONS WITH MANAGEMENT - -------- The Company leases vehicles from Marcar Leasing Corporation ("Marcar"), a corporation engaged in general leasing to the public of machinery, as well as vehicles, owned by members of E.J. Elliott's immediate family, including John E. Elliott and Marc G. Elliott. The terms of the leases are established based on the rates charged by independent leasing organizations and are believed by the Board of Directors to be more favorable than those generally available from independent third parties. Leases between the Company and Marcar generally -7- provide for equal monthly payments over either thirty-six months or forty-eight months. During fiscal 1996, the Company made lease payments to Marcar in the aggregate amount of $185,906. On September 9, 1995, the Callie A. Elliott Trust Fund ("Trust Fund") made a $325,000 loan to the Company. The loan was evidenced by a demand note which is callable at any time by the Company. The interest on the notes is 9.5% per annum. On September 13, 1996, the Trust Fund made an additional loan to the Company in the amount of $1,000,000. This loan was also evidenced by a demand note and the interest rate is 9.5% per annum. The loans were repaid on December 10, 1996. Compensation Committee Report The Compensation Committee endeavers to ensure that the compensation program for executive officers of the Company is effective in attracting and retaining key executives responsible for the success of the Company and in promoting its long-term interests and those of its stockholders. The committee, without applying any specific quantitative formulas, considers such factors as net income, earnings per share, duties and scope of responsibility, industry standards and comparable salaries for the georgraphic area, corporate growth, profits goals and market share increases. The functions of the Compensation Committee include establishment of compensation plans for Gencor's executive officers and administration of certain of Gencor's employee benefit and compensation programs. Compensation Committee David Air, Constantine Corpa, Pete Kourmolis Five Year Total Return Comparison The following graph compares the cumulative total return of the Company's stock with the Wilshire Small Capitalization Index and the Dow Jones Heavy Machinery Index for the period 12/31/91 through 9/30/96. The Company's fiscal year ended 9/30/96. These caluclations assume the value of investment in Company stock, the Wilshire Index, and the Heavy Machinery Index was $100 on 12/31/91. These caluclations assume reinvestment of dividends in the Wilshire Index and the Heavy Machinery Index. A ten percent (10%) stock dividend was declared on November 16, 1994, payable December 30, 1994, to shareholders of record, on November 16, 1994. A five cent ($0.05) per share cash dividend was declared on December 1, 1995, payable January 5, 1996, to shareholders of record on December 18, 1995. A five cent ($0.05) per share cash dividend was disclosed on November 21, 1996, payable January 4, 1997 to shareholders of record on December 18, 1996. Comparison of Cumulative Total Return Among Gencor, Wilshire Small Cap Index, and Dow Jones Heavy Machinery Index
Wilshire Small Dow Jones Heavy Gencor Cap Index Machinery ------ --------- --------- 12/31/91 100 100 100 12/31/92 183 115 108 9/30/93 142 131 165 9/30/94 204 130 174 9/30/95 171 109 207 9/30/96 258 169 276
-8- SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment Number 1 to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 28, 1997 GENCOR INDUSTRIES, INC. (Registrant) /s/ E. J. Elliott ----------------------------------- E. J. Elliott President and Chairman of the Board (Principal Executive Officer) /s/ Russell R. Lee, III ----------------------------------- Russell R. Lee, III Treasurer (Principal Financial Officer) -9- -----END PRIVACY-ENHANCED MESSAGE-----